SEC Form SC 13G/A filed by Frontier Communications Parent Inc. (Amendment)
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Telecommunications Equipment
Telecommunications
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
2)*
Frontier Communications Parent, Inc.
(Name
of Issuer)
Class A Common Stock, $0.001 par value
35909D109
Calendar Year 2022
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. | 35909D109 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Glendon Capital Management LP 46-1394333 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 6 | SHARED VOTING POWER | ||||
| 21,278,800 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 21,278,800 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 21,278,800 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 8.69% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA | |||||
FOOTNOTES | |||||
| This amount reflects holdings as of December 31, 2022.
Percentage ownership is calculated on 245,004,000 shares of Class A Common Stock, as disclosed in the Issuer's 10-Q for the quarterly period ended September 30, 2022. | |||||
| CUSIP No. | 35909D109 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Holly Kim Olson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 6 | SHARED VOTING POWER | ||||
| 21,278,800 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 21,278,800 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 21,278,800 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 8.69% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN , HC | |||||
FOOTNOTES | |||||
| This amount reflects holdings as of December 31, 2022.
Percentage ownership is calculated on 245,004,000 shares of Class A Common Stock, as disclosed in the Issuer's 10-Q for the quarterly period ended September 30, 2022. Pursuant to investment discretion delegated to her by Glendon Capital Management LP's investment committee, Ms. Olson is deemed to have the power to vote and dispose of the identified shares. | |||||
| CUSIP No. | 35909D109 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| G2 Communication L.P. 86-2178007 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 6 | SHARED VOTING POWER | ||||
| 18,929,968 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 18,929,968 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 18,929,968 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 7.73% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
FOOTNOTES | |||||
| This amount reflects holdings as of December 31, 2022.
Percentage ownership is calculated on 245,004,000 shares of Class A Common Stock, as disclosed in the Issuer's 10-Q for the quarterly period ended September 30, 2022. | |||||
Item
1.
(a) | Name
of Issuer |
Frontier Communications Parent, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
401 Merritt 7, Norwalk, Connecticut, 06851 |
Item
2.
(a) | Name
of Person Filing |
| (1) | Glendon Capital Management L.P. | ||
| (2) | Holly Kim Olson | ||
| (3) | G2 Communication L.P. | ||
(b) | Address
of Principal Business Office or, if none, Residence |
| (1) | Glendon Capital Management L.P. 2425 Olympic Blvd., Suite 500E Santa Monica, CA 90404 |
| (2) | Holly Kim Olson 2425 Olympic Blvd., Suite 500E Santa Monica, CA 90404 |
| (3) | G2 Communication L.P. 2425 Olympic Blvd., Suite 500E Santa Monica, CA 90404 |
(c) | Citizenship |
| (1) | Glendon Capital Management L.P.: Delaware Limited Partnership |
| (2) | Holly Kim Olson: United States Citizen |
| (3) | G2 Communication L.P.: Delaware Limited Partnership |
(d) | Title
of Class of Securities |
Class A Common Stock |
(e) | CUSIP
Number |
35909D109 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | x | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | x | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
|
| (1) | Glendon Capital Management L.P.: 21,278,800 |
| (2) | Holly Kim Olson: 21,278,800 |
| (3) | G2 Communication L.P.: 18,929,968 |
(b) |
Percent of class: |
| (1) | Glendon Capital Management L.P.: 8.69% |
| (2) | Holly Kim Olson: 8.69% |
| (3) | G2 Communication L.P.: 7.73% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
|
| (1) | Glendon Capital Management L.P.: 0 |
| (2) | Holly Kim Olson: 0 |
| (3) | G2 Communication L.P.: 0 |
(ii) |
Shared power to vote or to direct the vote:
|
| (1) | Glendon Capital Management L.P.: 21,278,800 |
| (2) | Holly Kim Olson: 21,278,800 |
| (3) | G2 Communication L.P.: 18,929,968 |
(iii) |
Sole power to dispose or to direct the disposition of:
|
| (1) | Glendon Capital Management L.P.: 0 |
| (2) | Holly Kim Olson: 0 |
| (3) | G2 Communication L.P.: 0 |
(iv) |
Shared power to dispose or to direct the disposition of:
|
| (1) | Glendon Capital Management L.P.: 21,278,800 |
| (2) | Holly Kim Olson: 21,278,800 |
| (3) | G2 Communication L.P.: 18,929,968 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
Not applicable.
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Not applicable.
Item
8. | Identification
and Classification of Members of the Group |
Not applicable.
Item
9. | Notice
of Dissolution of Group |
Not applicable.
Item
10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
| Glendon Capital Management LP | |||
Date:
February 14, 2023 | By:
| /s/ Haig Maghakian | |
| Name: Haig Maghakian | |||
| Title: Chief Compliance Officer / General Counsel | |||
Date:
February 14, 2023 | By:
| /s/ Holly Kim Olson | |
| Name: Holly Kim Olson | |||
| Title: Individual | |||
| G2 Communication L.P. | |||
Date:
February 14, 2023 | By:
| /s/ Haig Maghakian | |
| Name: Haig Maghakian | |||
| Title: Authorized Person | |||
Footnotes: | Glendon Capital Associates II LLC ("GCA II") is the general partner of G2 Communication LP ("G2 Comm"). Pursuant to an investment management agreement, GCA II has delegated its investment management authority in respect of G2 Comm to Glendon Capital Management LP. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |